CSG Limited v Fuji Xerox Australia Pty Ltd (No 2)

The appeal before the Court of Appeal of New South Wales concerned a dispute between CSG Limited (appellant) and Fuji Xerox Australia Pty Ltd (respondent) regarding contractual obligations following the termination of dealer agreements. The primary judge had made certain declarations and orders concerning the appellant's obligations to procure the novation of maintenance agreements.

The central legal issue was whether the Supreme Court had erred in its construction of the dealer agreements and, consequently, in its declarations and orders concerning the appellant's duty to procure the novation of Full Service Maintenance Agreements and Docu/mation version 1.1 Agreements. Specifically, the court had to determine the scope of the appellant's contractual obligations upon termination of the dealer agreements, particularly in relation to the transfer of ongoing service agreements.

The Court of Appeal found that the primary judge had correctly interpreted the dealer agreements in most respects. However, it allowed the appeal in part, setting aside the original declaration and order insofar as they related to a specific aspect of the appellant's obligations concerning the procurement of novation. The court clarified that the appellant remained contractually bound to perform all acts within its power to procure the novation of the specified maintenance and Docu/mation agreements to the respondent or its nominee. The court ordered specific performance of this obligation and dismissed the appeal otherwise, with the appellant to pay the respondent's costs.